Declaration of Compliance October 2019
Amendment to the Declaration of Compliance of the Board of Management and the Supervisory Board of E.ON SE on the German Corporate Governance Code pursuant to section 161 AktG
In December 2018, the Board of Management and the Supervisory Board have issued a declaration of compliance pursuant to section 161 AktG. The following recommendation of the "Government Commission of the German Corporate Governance Code" (version dated February 7, 2017) will uniquely not be complied with in the future:
Section 7.1.2 sentence 3:
The consolidated financial statements and the group management report shall be made publicly accessible within 90 days from the end of the financial year, while mandatory interim financial information shall be made publicly accessible within 45 days from the end of the reporting period.
It is intended to publish the quarterly report for the third quarter 2019 (reporting date September 30, 2019) not until the second half of November 2019 and thus not within the recommended period of 45 days after the end of the reporting period. The reason for this is that due to the completion of the takeover of innogy SE numerous tasks are to be carried out within the scope of the initial consolidation. In spite of all preparations, the necessary work cannot be carried out within the recommended period of 45 days after the end of the reporting period.
Board of Management and Supervisory Board consider the one-time deviation from the recommendation to be reasonable and necessary to ensure a proper financial reporting for the third quarter 2019.
Section 4.2.3 para. 2 sentence 8:
Subsequent amendments to the performance targets or comparison parameters shall be excluded.
The total remuneration of the members of the Board of Management also includes variable components, the amount of which depends on the achievement of certain target figures. The target figures defined in December 2018 for the financial year 2019 (short-term variable remuneration) respectively in 2016 for a period covering the financial year 2019 (long-term variable remuneration) are based primarily on Group key figures which are significantly affected by the completion of the acquisition of innogy SE and its inclusion in the scope of consolidation of E.ON SE. In order to ensure that both the short-term and the long-term variable remuneration of the Board of Management continues to be aligned with appropriate, demanding comparative parameters, it is intended to adjust the relevant key figures retrospectively.
Essen, October 2, 2019
For the Supervisory Board of E.ON SE:
Dr. Karl-Ludwig Kley
(Chairman of the Supervisory Board of E.ON SE)
For the Board of Management of E.ON SE:
Dr. Johannes Teyssen
(Chairman of the Board of Management of E.ON SE)